UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 10, 2024, the Board of Directors (the “Board”) of Shift4 Payments, Inc. (the “Company”) designated James J. Whalen, the Company’s Chief Accounting Officer (the “CAO”), as the Company’s principal accounting officer, effective as of June 7, 2024.
Mr. Whalen, 43, has served as the Company’s CAO since August 2023. Mr. Whalen previously served as the Vice President of Finance and Chief Accounting Officer of Commvault Systems, Inc. (“Commvault”) from March 2019 to August 2023. From February 2016 to March 2019, Mr. Whalen served as the Corporate Controller of Commvault. Mr. Whalen began his career with Deloitte & Touche LLP in its audit practice. Mr. Whalen obtained his bachelor’s degree in accounting from Rutgers University and his master’s degree in professional accounting from Seton Hall University.
Mr. Whalen will be eligible to continue participating in the Company’s broad-based employee benefits programs, and Mr. Whalen will also enter into the Company’s standard indemnification agreement for directors and officers.
There is no family relationship between either of Mr. Whalen and any of the Company’s other directors or executive officers. Mr. Whalen has no material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation S-K.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 7, 2024, the Company held its Annual Meeting of Stockholders (the “Meeting”). A total of 76,129,730 shares of the Company’s Class A, Class B, and Class C common stock (collectively, “Common Stock”) were present in person or represented by proxy at the Meeting, representing approximately 88.16% of the Company’s outstanding Common Stock as of the April 17, 2024 record date.
The following are the voting results for the proposals considered and voted upon at the Meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 26, 2024. The results were as follows:
Item 1 - Election of two Class I director nominees to the Board for a term of office expiring on the date of the Company’s annual meeting of stockholders to be held in 2027 and until their respective successors have been duly elected and qualified.
| Votes FOR |
Votes WITHHELD |
Broker Non-Votes | ||||
| Karen Roter Davis |
278,228,233 | 19,712,481 | 6,383,800 | |||
| Jared Isaacman |
275,006,523 | 22,934,191 | 6,383,800 |
Item 2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.
| Votes FOR |
Votes AGAINST |
Votes ABSTAINED |
Broker Non-Votes | |||
| 302,590,102 | 1,714,933 | 19,479 | 0 |
Item 3 - Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.
| Votes FOR |
Votes AGAINST |
Votes ABSTAINED |
Broker Non-Votes | |||
| 290,943,779 | 6,847,349 | 149,586 | 6,383,800 |
Based on the foregoing votes, each of Karen Roter Davis and Jared Isaacman were elected as a Class I director, Item 2 was approved and Item 3 was approved. No other items were presented for shareholder approval at the Meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 11, 2024 | SHIFT4 PAYMENTS, INC. | |||||
| By: | /s/ Jordan Frankel | |||||
| Jordan Frankel | ||||||
| Secretary, General Counsel and Executive Vice President, Legal, Risk and Compliance | ||||||